AGREEMENT FOR THE USE OF SCHOOL LEADERSHIP SYSTEMS LTD WEBSITES, SERVICES AND SOFTWARE
IMPORTANT-PLEASE READ CAREFULLY:
This Agreement is a legal agreement between You (the School or other corporate entity) and SCHOOL LEADERSHIP SYSTEMS LTD (“SLS”).
In these Conditions, the following definitions apply:
Contract: the contract between SLS and You for the supply of Services in accordance with these Conditions.
Data Controller: as defined in the GDPR regulations
Data Processor: as defined in the GDPR regulations
Extended Subscription Period: means any contract term after the Initial Subscription Period.
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Initial Subscription Period: means the initial contract term as set out in the Order.
Order: Your order for Services as set out in writing (including by email or via the online order form)
Services: being:
the use of the ‘Governors’ Virtual Office’ website (GVO);
technical support to end users of the GVO website (“Support”)
associated training services (“Training”); and
associated clerking support services (“Clerking”)
Subscription Period: the Initial Subscription Period or any Extended Subscription Period.
User: means any person authorised by You to use the GVO.
1. BASIS OF CONTRACT
The Order constitutes an offer by You to purchase the Services in accordance with these Conditions. The Order shall only be deemed to be accepted when SLS issues written acceptance of the Order at which point and on which date the Contract shall come into existence (“Commencement Date”). The Contract plus our Privacy and Cookies Policy constitutes the entire agreement between the parties. These Conditions apply to the Contract to the exclusion of any other terms that You seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2. GRANT OF SERVICES
SLS will provide to You the Services for the Subscription Period in accordance with the Order and these Conditions. SLS may at its sole discretion modify the features of the Services from time to time and without prior notice. SLS provides the Services to You as a Data Processor and You are the Data Controller, and these terms and conditions set out our respective rights and obligations in the handling of personal data. Per Article 28(3)(a) of the GDPR Act, SLS may only process Your data in line with Your documented instructions and Your agreement to these Terms and Conditions grants us permission to process personal data in line with Your use of the Services. Any other processing of Your personal data may only be done with Your prior written instruction or if we are required to do so by UK law.
3. USE OF THE SERVICES
You may use the Services only for the purpose of facilitating the work of governing bodies of educational establishments or other corporate entities. You must be an entity that is based in the United Kingdom or the European Union. You may have up to 20 different log on IDs concurrently for use by 20 different members who may log on to and use the Services. All User ID’s are personal to the Users and all login details must be kept confidential. You are the Data Controller of any personal data that is stored in the use of our Services and as such You have overall control of what happens to the personal data. You may store up to 2 GB of data as part of the Contract. If you need to make the Services available to additional Users or if you need to store more than 2 GB of data please contact SLS who will make this facility available to You at an additional charge. If You need to have more than 20 Users please contact SLS; additional User IDs can be created for £20 per User per annum. The documentation that accompanies the GVO is licensed for internal, non-commercial reference purposes only.
4. RESPONSIBILITY FOR CONTENT OF YOUR GOVERNORS VIRTUAL OFFICE WEBSITE
SLS accepts no responsibility for the information stored by You on the GVO, nor any liability resulting from the storage of the information on the GVO. You agree that You are solely responsible for all the content, whether visual, written or audible, placed in your GVO. You agree that You will not and will ensure that any Users will not use the GVO to send unsolicited commercial e-mail outside Your organisation in violation of applicable law. You further agree that You will not, and will ensure that any Users will not, use the GVO to communicate any message or material that is harassing, libellous, threatening, obscene, indecent, would violate the intellectual property rights of any party or is otherwise unlawful, that would give rise to civil liability, or that constitutes or encourages conduct that could constitute a criminal offence, under any applicable law or regulation. Although SLS is not responsible for any such content, SLS may delete any such content of which SLS becomes aware, or suspend any User ID’s at any time without notice to You. You will be responsible for all actions of Users of the GVO.
5. SECURITY AND CARE OF YOUR DATA
As a Data Processor, SLS will obtain a commitment of confidentiality from anyone it allows to process your data, including SLS’s employees, temporary workers and agency workers. SLS will take reasonable measures to ensure the security of processing of Your data, particularly in regard to maintaining the confidentiality, integrity and availability of your data, and to ensure the ability to restore access to personal data in the event of a technical outage. The implementation of our security measures may change from time to time as relevant technologies develop; current details can be obtained on request.
SLS works with sub-processors and third parties in the processing of your data specifically for the hosting of our Services on third party web-hosting platforms and your agreement to these terms and conditions grants us general authority to do so. We have contracts in place with our suppliers that allow us to meet our commitments to You under UK GDPR regulations. If we anticipate making a change to any of our sub-processors we will write to You and allow You to object to any proposed change.
6. DATA SUBJECTS RIGHTS AND ASSISTING THE DATA CONTROLLER
SLS will take appropriate technical and organisational measures to support you - as the Data Controller - to respond to requests from individuals to exercise their rights under UK GDPR regulations. SLS will undertake to keep personal data secure; notify personal data breaches to You and to the ICO; and to carry out data protection impact assessments from time to time or when required. SLS will work with You to help You demonstrate that You are fulfilling Your obligations under GDPR regulations including, if appropriate, by contributing to audits or inspections carried out by the Data Controller.
7. CHARGES
You agree that SLS can charge You all amounts due and owing for the Services that we have made available to You or any other fee or charge associated with Your use of the Services. You agree that in the event SLS is unable to collect the fees owed for the Services provided to You SLS may take any other steps it deems necessary to collect such fees from You and that You will be responsible for all costs and expenses incurred by SLS in connection with such collection activity, including collection fees, court costs and legal fees. You further agree that SLS may collect interest at the lesser of 2% per month or the highest amount permitted by law on any amounts not paid when due. If You do not pay on time SLS reserves the right to stop providing You with the Services and after a further 30 days to destroy any data You had stored via the Services. SLS may change its prices at any time without prior notice.
8. TERM
The Contract will commence on the Commencement Date and will continue for the Initial Subscription Period. At the end of the Initial Subscription Period or any subsequent Subscription Period this Contract will automatically be extended for a further Subscription Period of 12 months or such period as is agreed in writing between the parties ("Extended Subscription Period") unless the Agreement is terminated in accordance with Clause 9.
9. TERMINATION OF THIS AGREEMENT
If You wish to terminate this Agreement You must notify SLS in writing of your intention at least 30 days prior to the end of the current Subscription Period. At the end of the Subscription Period You must cease use of the Services and SLS will destroy, in a secure manner and in accordance with GDPR regulation, any data that You were storing on the Services. If You wish us to return any of the data that you have been storing on the Services we will do so by means of a generally readable file format of our choosing. If You decide to stop using the Services before the end of the current Subscription Period SLS will not repay any fees that relate to any period when You were not using the Services.
Without limiting its other rights or remedies SLS reserves the right to discontinue the Services provided to You with 90 days notice. If SLS discontinues its Services prior to the end of the current Subscription Period it will repay any fees relating to GVO or Support on a pro rata basis.
Without prejudice to any other rights, SLS may terminate this Agreement without notice if You fail to comply with the terms and conditions of this Contract. In such event, SLS may delete any data that You were storing on the website and will not refund any fees.
10. RESERVATION OF RIGHTS AND OWNERSHIP
SLS and/or its suppliers reserve all rights not expressly granted to You in this Contract. The Services are protected by copyright and other intellectual property laws and treaties. SLS and/or its suppliers own the title, copyright, and other Intellectual Property Rights in the Services. This Agreement does not grant You any rights to trademarks or service marks of SLS or its suppliers.
11. LIMITATIONS ON REVERSE ENGINEERING, DECOMPILATION, AND DISASSEMBLY
You may not reverse engineer, decompile, or disassemble the Services or any component part of the Services, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
12. LINKS TO THIRD PARTY SITES
SLS is not responsible for the contents of any third-party applications, sites or services, any links contained in third-party applications, sites or services, or any changes or updates to third-party applications, sites or services. SLS is providing these links and access to third-party applications, sites and services to You only as a convenience, and the inclusion of any link or access does not imply an endorsement by SLS of the third-party applications, site or service.
13. NO WARRANTIES
YOU UNDERSTAND AND AGREE THAT THE SERVICES ARE PROVIDED "AS IS" AND SLS, ITS AFFILIATES, SUPPLIERS AND RESELLERS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. SLS, ITS AFFILIATES, SUPPLIERS AND RESELLERS MAKE NO WARRANTY OR REPRESENTATION REGARDING THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES, REGARDING THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICES, OR THAT THE SERVICES WILL MEET ANY USER'S REQUIREMENTS, OR BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE. USE OF THE SERVICES IS AT YOUR SOLE RISK. ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOU RESULTING FROM THE USE OF THE SERVICES. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE SERVICES REMAINS WITH YOU.
14. INDEMNITY
You agree to indemnify, defend and hold harmless SLS, its affiliates, officers, directors, employees, consultants, agents, suppliers and Resellers from any and all third party claims, liability, damages and/or costs (including, but not limited to, legal fees) arising from Your use of the Services, Your violation of this Contract or the infringement or violation by You or any other user of Your GVO, of any intellectual property or other right of any person or entity.
15. FORCE MAJEURE
For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of SLS including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of SLS or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors. SLS shall not be liable to You as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event. If the Force Majeure Event prevents SLS from providing any of the Services for more than four weeks, SLS shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to You.
16. LIMITATION OF LIABILITY AND REMEDIES
SLS shall under no circumstances whatever be liable to You, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract. SLS's total liability to You in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the Fees paid by You to SLS for the current Subscription Period. The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
Nothing in these Conditions shall limit or exclude SLS's liability for: death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors; or fraud or fraudulent misrepresentation.
This clause 14 shall survive termination of the Contract.
17. CONFIDENTIALITY
A party (receiving party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the receiving party by the other party (disclosing party), its employees, agents or subcontractors, and any other confidential information concerning the disclosing party's business, its products and services which the receiving party may obtain. The receiving party shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the receiving party's obligations under the Contract, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to the Contract. The receiving party may also disclose such of the disclosing party's confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction.
This clause 15 shall survive termination of the Contract.
18. GENERAL
Assignment and other dealings.
SLS may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent and You give SLS general authorisation so to do. SLS may arrange processing of your data only by processors providing sufficient guarantees to implement appropriate technical and organisational measures in such a manner that processing will meet the requirements of the General Data Protection Regulation (GDPR) and ensure the protection of the rights of the data subject. SLS will inform You of any intended changes concerning processing of Your data.
You shall not, without the prior written consent of SLS, assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract.
Notices.
Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, or e-mail. A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in this Contract; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second business day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by e-mail, one business day after transmission. The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
Severance.
If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract. If one party gives notice to the other of the possibility that any provision or part-provision of this Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
Waiver.
Waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
No partnership or agency.
Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, nor constitute either party the agent of the other for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.
Third parties.
A person who is not a party to the Contract shall not have any rights to enforce its terms.
Variation.
Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by SLS.
Governing law.
This Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of England and Wales.
Jurisdiction.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).
Should you have any questions concerning these Conditions, or if you desire to contact SLS for any reason, please contact School Leadership Systems Ltd at:
School Leadership Systems Ltd
Delamere House
Greenacres
Runfold
Surrey GU10 1QH
01273 921066
support@thegvoffice.com